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In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which have been made just for functions of such agreement and as of particular dates, have been solely for the benefit of the parties to the Merger Agreement, may be topic to limitations agreed upon by the contracting parties and could also be subject to standards of materiality applicable to the contracting parties that differ from those relevant to buyers and reviews and paperwork filed with the SEC. Investors shouldn’t depend on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of details or condition of any celebration to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and different phrases of the Merger Agreement may be topic to subsequent waiver or modification. Moreover, information regarding the subject material of the representations and warranties and different phrases may change after the date of the Merger Agreement, which subsequent info might or may not be totally mirrored within the public disclosures of ATAC. The Merger Agreement has been filed to supply buyers with data regarding its phrases. It just isn’t supposed to supply another factual details about ATAC, Rally or any other get together to the Merger Agreement.

Lists all insurance policies held by the Purchaser regarding the Purchaser or its business, properties, assets, directors, officers and employees, copies of which have been offered to the Company. All premiums due and payable beneath all such insurance insurance policies have been timely paid and the Purchaser is otherwise in materials compliance with the terms of such insurance coverage policies. All such insurance policies are in full drive and effect, and to the Knowledge of the Purchaser, there is no threatened termination of, or material premium increase with respect to, any of such insurance coverage insurance policies. The Purchaser has each reported to its insurers all claims and pending circumstances that would fairly be anticipated to lead to a claim, except where such failure to report such a claim wouldn’t be fairly more doubtless to have a Material Adverse Effect on the Purchaser. Neither the Purchaser, nor any of its Representatives appearing on its behalf, has used any funds for unlawful contributions, presents, entertainment or different unlawful bills regarding political activity, made any illegal payment to international or home authorities officers or employees, to international or home political parties or campaigns or violated any provision of the U.S.

Forecasts and estimates relating to Rally’s business and markets are primarily based on sources we believe to be reliable, however there could be no assurance these forecasts and estimates will prove correct in complete or partially. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose solely, usually are not forecasts and should not mirror precise results. Neither ATA nor Rally gives any assurance that both of them or the combined company will meet expectations. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or allow of any other individual is important for the execution of this Agreement by such Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. A celebration must, in the first occasion, provide written notice of any Disputes to the other parties topic to such Dispute, which discover should present a reasonably detailed description of the matters subject to the Dispute.

If any Governmental Authority requires that a listening to or assembly be held in reference to its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall organize for Representatives of such Party to be current for such hearing or meeting. In the occasion any Action is instituted by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially cheap efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether or not short-term, preliminary or permanent, that’s in impact and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Ancillary Documents. The Company has reserved 9,266,516 shares of Company Common Stock for issuance to officers, directors scla honor society requirements, staff and consultants of the Company pursuant to the Company Equity Plan, which was duly adopted by the Company’s board of administrators and accredited by the Company’s stockholders. Of such shares of Company Common Stock reserved for issuance beneath the Company Equity Plan, 9,172,652 of such shares are reserved for issuance upon exercise of presently outstanding Company Options, zero of such shares are at present issued and outstanding that were issued upon train of Company Options previously granted beneath the Company Equity Plan, and ninety three,864 shares stay out there for future awards permitted beneath the Company Equity Plan.

None of the Accounts Receivable are topic to any proper of recourse, defense, deduction, return of products, counterclaim, offset, or set off on the part of the obligor in extra of any amounts reserved due to this fact on the Company Financials. All of the Accounts Receivable are, to the Knowledge of the Company, fully collectible according to their terms in quantities not lower than the combination amounts thereof carried on the books of the Target Companies within ninety days. None of the Company or its Subsidiaries is a participant in any three way partnership, partnership or related association. There are not any outstanding contractual obligations of the Company or its Subsidiaries to supply funds to, or make any funding in, some other Person. There aren’t any Actions or investigations pending or, to the Knowledge of the Purchaser, threatened, seeking to or that would fairly be anticipated to stop, hinder, modify, delay or problem the Merger or any of the opposite transactions contemplated by this Agreement.

Each Party acknowledges that the rights of each Party to consummate the Transactions are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties could have not sufficient treatment at legislation, and agree that irreparable harm might happen within the occasion that any of the provisions of this Agreement weren’t carried out by an applicable Party in accordance with their specific phrases or had been in any other case breached. Accordingly, every Party shall be entitled to seek an injunction, restraining order or other equitable remedy to stop or treatment any breach of this Agreement and to seek to enforce particularly the phrases and provisions hereof, in each case, without the requirement to submit any bond or different safety or to prove that cash damages can be inadequate, this being in addition to any other proper or treatment to which such Party may be entitled beneath this Agreement, at regulation or in fairness. The Parties acknowledge that sure current and former workers and service providers of Company and the Target Companies maintain options to purchase shares in the Company that have been granted beneath the GT Gettaxi Ltd. Amended 2012 Share Option Plan (each, a “Company Option”) and that the Company Options won’t be transformed into Exchanged Options pursuant to Section 3.3. From and after the Closing Date, within the occasion that Pubco or any of its Subsidiaries incurs any value, expense or legal responsibility in reference to or regarding the Company Options, together with in respect of any requirement to withhold or pay any tax, social insurance coverage or different obligation, the Company shall not be required to reimburse Pubco for any such amounts. Prior to the Closing, every Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or different third events as could also be essential for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement or required because of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such Party or its Affiliates, and the opposite Parties shall present reasonable cooperation in reference to such efforts.

If such Voting Party isn’t an individual, such Voting Party is duly organized, validly existing and in good standing underneath the legal guidelines of the jurisdiction in which it is organized, and such Voting Party has all needed power and authority to execute, deliver and perform its obligations underneath this Agreement and to consummate the transactions contemplated hereby. If such Voting Party is an individual, such Voting Party has full authorized capability, right and authority to execute, deliver and carry out its obligations beneath this Agreement and the consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by each other party to this Agreement, this Agreement constitutes a legally legitimate and binding obligation of such Voting Party, enforceable against such Voting Party in accordance with its phrases, except as enforcement could also be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or comparable laws affecting creditors’ rights usually and by ideas governing the provision of equitable cures.